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Georgia
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No. 001-35095
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No. 58-180-7304
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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As previously announced, David Shearrow, executive vice president and chief risk officer of United Community Banks, Inc. (the “Company”), is retiring from the Company, effective January 31, 2015. With Mr. Shearrow’s retirement, the Company has decided it will separate the roles of chief risk officer and chief credit officer moving forward. Effective December 1, 2014, Brad Miller became the Company’s executive vice president and chief risk officer in tandem with his ongoing role as general counsel. The Company announced today that veteran credit manager Rob Edwards has joined the Company as executive vice president and chief credit officer for the Company. Edwards has spent his entire career in the banking industry with more than 25 years in credit management.
In connection with Mr. Shearrow’s retirement, the Company and Mr. Shearrow entered into a Consulting Agreement pursuant to which he will provide advisory services to the Company until January 31, 2017. In addition, Mr. Shearrow forfeited all outstanding restricted stock awards previously granted to him under the Company’s employee stock option plan in exchange for modification to his his supplemental retirement benefits under the Company’s Modified Retirement Plan and a grant of 35,167 shares of the Company’s restricted stock units. Of these restricted stock units, 60% are performance-based and vest annually in two equal installments. The remaining 40% of the restricted stock units are time-based and will vest annually in three equal installments.
A copy of the Consulting Agreement is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The summary of the material terms of such agreement is qualified in its entirety by reference to such exhibit.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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| 10.1 | Consulting Agreement, effective as of January 31, 2015, by and between David P. Shearrow and United Community Banks, Inc. | |
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99.1
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Press Release dated January 27, 2015 regarding new chief credit officer
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UNITED COMMUNITY BANKS, INC.
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By:
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/s/ Rex S. Schuette | |
| Rex S. Schuette | |||
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Executive Vice President and
Chief Financial Officer
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Exhibit No.
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Description
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| 10.1 | Consulting Agreement, effective as of January 31, 2015, by and between David P. Shearrow and United Community Banks, Inc. | |
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99.1
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Press Release dated January 27, 2015 regarding new chief credit officer
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